SEC Form 4 · accession 0001209191-16-104078

FITBIT INC · FIT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director · Other

Period of report

Feb 26, 2016

Accepted (ET)

Mar 1, 2016 · 5:22 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001447599

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1,F2	Feb 26, 2016	C	8,139,993	—	A	8,139,993	I	By Softbank PrinceVille Investments, LP

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1,F2	—	Feb 26, 2016	C	8,139,993	D	—	—	Class A Common Stock	8,139,993	0	I

F1Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock and has no expiration date. The Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the earlier of: (i) any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation in effect as of the date hereof, (ii) the affirmative vote of the holders of Class B Common Stock representing no less than a majority of the outstanding shares of Class B Common Stock, or (iii) June 17, 2027.
F2These shares are owned by Softbank PrinceVille Investments, L.P. ("Princeville"). The Reporting Person, a director of the Issuer, is a managing member of SB PV GP LLC, which is the general partner of SB PV GP, L.P., the general partner of Princeville and, as such may be deemed to share voting and dispositive power over the shares held by Princeville. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interests therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.